Workday, Inc. — Director's Dealing 2015

Jan 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2015-01-15

Reporting Person: PEEK MARK S (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-15	Class A Common Stock	C	89697	$0.00	Acquired	244499	Direct
2015-01-15	Class A Common Stock	J	89697	$0.00	Disposed	154802	Direct
2015-01-15	Class A Common Stock	C	31383	$0.00	Acquired	31383	Direct
2015-01-15	Class A Common Stock	J	31383	$0.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-15	Class B Common Stock	$	C	89697	Disposed		Class A Common Stock (89697)	Direct
2015-01-15	Class B Common Stock	$	C	31383	Disposed		Class A Common Stock (31383)	Direct

Footnotes

F1: Includes 151,727 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, which will take place within 30 days of vesting, of which 81,989 of the RSUs will vest in eight (8) quarterly installments beginning November 15, 2015, and 69,738 of the RSUs will vest in eight (8) quarterly installments beginning July 15, 2016 and are subject to the Reporting Person's continued employment with Workday on the applicable vesting date.

F2: This transaction is in connection with a marital settlement agreement.

F3: The Reporting Person owns the shares as a JTWROS.

F4: Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date.

F5: All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock, (b) the date when the number of outstanding shares of Class B Common Stock represents less than 9% of all outstanding shares of Class A and Class B Common Stock, (c) October 11, 2032 or (d) nine (9) months after the death of the later to die of David A. Duffield and Aneel Bhusri. The shares of Class A and Class B Common Stock have no expiration date.

F6: These shares are to be re-registered in the name of the Reporting Person only.